By Water's Edge
by borisinwonderland
Summary: Set before the curse was broken. Emma hasn't been sleeping very well, and it's slowly starting to show. However, Regina seems to be to only one who notices. Rated M for smut in the foreseeable future and probably language at some point too. Swan Queen.
1. Chapter 1

Chapter 1

Late

Emma knew it was going to be a bad day. She had woken up late. Too late to go to Granny's and get her usual hot cocoa and a bear claw. Too late to make it to the town meeting on time. And too late to sneak into the meeting unseen. Yes. Today was going to be a bad day indeed.

Emma hurriedly pulled on a pair on jeans, threw on a black tank top, and grabbed her red leather jacket. She slipped her feet into simple black low top converse and ran to her yellow bug.

The sky was a bright blue with not a cloud dared to obscure it. The birds chirped happily, and the people of Storybrooke chatted peacefully. As Emma drove to the town hall, she couldn't help but notice these little facts about the day. She found herself growing increasingly irritated as it seemed that everyone was going to have a pleasant day but her.

Finally she arrived as her destination. Emma parked and ran to the entrance. The blonde took a large breath and let it out as she slowly began to open the door. The large doors squeaked as Emma opened them and Emma immediately felt like a teenager again, being caught coming home from a late night.

Deciding to get it over with, Emma fully stepped into the building and shut the door behind her. She made her way to an open seat in the middle of the room and sat down. Eyes were definitely on her, but Emma just stared forward. Being the center of attention had always made Emma feel uncomfortable but she learned to just ignore it and eventually they would stop. Although, it never helped when a comment was made.

"Thank Miss Swan for gracing us with your presence," the Mayor said condescendingly to her towns sheriff.

"Anytime Madam Mayor," Emma replied, smiling when she saw Regina's eyes glare at her. She pretended to hate this game of throwing insults or casting snide remarks, but honestly Emma loved it. It kept her on her toes, and in a small town like Storybrooke it was sometimes too easy to fall into a regular pattern. Verbally sparring with Regina was certainly frustrating, but it was also relaxing in a way that Emma could not explain to anyone. Even herself.

The rest of the meeting went on, Emma only having to speak a few times regarding late night shenanigans and whatever little disturbance had happened that week. Once their meeting was done, Emma was hoping to high tail it out of there and make it to Granny's but of course, Regina would not let her.

"Miss Swan," Regina said. "A word?" she asked, in a tone that meant that it was not up for discussion.

Emma slowly made her way to the table that oversaw the whole room and where Regina sat. As she made her way over, Regina couldn't help but notice Emma's demeanor. She wore the same usual clothes but her shoulders weren't as high as usual. The Mayor also noticed small, black circles underneath the Sheriff's hazel eyes. Once she realized that Emma had stopped walking and was close enough to talk, Regina stood up and began to speak.

"Why you were late today Miss Swan?"

"I was busy baking a cake," Emma laughed softly, making the Mayor roll her eyes.

"Is this all a joke to you Miss Swan? Because I take the safety of my town very seriously and if the Sheriff has time to be thinking of jokes whilst on the job then maybe we need a new Sheriff," Regina said sharply.

Emma placed her hands into the pockets of her red leather jacket, thumbs sticking out, showing that she wasn't fazed by what Regina had said.

"Actually I can multitask. Think of jokes and do my job," Emma smirked back. Deciding that their conversation was done, Emma turned around and began walking towards the entrance of the building.

Regina stared at Emma as she walked away from her. The blonde haired woman was always a pain that Regina had to deal with but on some level, a level that the Mayor would never admit, she enjoyed their short encounters.

Sighing, Regina neatly stacked her papers and made her way to the back of the town hall to her office. All the while pondering the subtle changes that she had seen in the blonde.

…

"What's up kid?" Emma asked Henry after he ran to her and gave her a big hug.

"Operation Cobra," he stated with a huge smile on his face. Emma ruffled his hair and led them to Granny's.

"Come on, let's get some hot cocoa and sit for a bit."

The two ordered their favourite drinks with extra whipped cream and sat down at an open booth. Henry immediately started talking about a new theory of his.

"Here," he said, giving the book to Emma. "Read this while I go to the washroom," he said quickly before running off.

Emma was about to just put the book down next to her, but it occurred to her that she had never actually read it before. She glanced through a couple of the pages until she landed at a page that held a woman dressed her black, standing as if she owned everything. The woman entranced Emma and she couldn't help but feel like she had seen this woman before.

"So?" Henry asked, pulling Emma out of her thoughts.

"Huh?" she replied lazily. Henry put his arms over the table, silently requesting the book back. Once he had it, he placed it back in his knapsack and continued on about his new theory. Emma tried to pay attention, she really did, but she kept thinking about who that woman in the book had reminded her of. Eventually Ruby snapped her out of her thoughts and brought her back to reality.

"Pardon?" Emma asked.

"I asked if either of you would like a refill," Ruby repeated.

Emma glanced down at her watch and gasped when she realized the time. If she didn't hurry she wouldn't get Henry home by 5.

"Sorry Rubes, next time. Come on kid, I gotta get you home," the blonde said quickly and hurried Henry out of there. She didn't mind sparring with the Mayor but not when it came to Henry since usually Regina was right and she was wrong. Not that she would ever admit that.

Henry got into the back seat of the yellow bug and Emma quickly drove Henry to his home. She was speeding a little, but not too fast to be considered dangerous, but still too fast for the Sheriff to be driving.

They made it, in one piece and on time. Something which Emma was very proud of. Henry said thanks for the drive and then ran to the large white house. Emma stilled for a minute, making sure that Henry got into the house safely and was then on her way.

Emma was going to go straight to Mary Margaret's apartment, but realized that she forgot her cell phone at the Sheriffs station. So she quickly made her detour and hoped that she wouldn't become side tracked at the station.

Upon arriving, Emma noticed that there was another car in the parking lot.

_'Great,' _Emma thought to herself. She let herself out of her car and them slammed the door shut. She just wanted an early night so she could hopefully regain some lost sleep, but her gut told her that that wasn't going to happen.

"Sidney," Emma said once she saw who was in the station. "What are you doing here?" she asked briskly. She was still mad at him for putting that bug in the flowers he had brought her, and it was not something that she was planning on forgetting anytime soon.

"Look Emma. I wanted to apologize for what happened. You know the Mayor. She has things over all of us. I was just -" Sidney tried to apologize but Emma quickly cut him off.

"Shut it. I don't want to hear anything that you have to say. If you have something to report concerning the law then by all means talk, but if not then leave," Emma snapped. Sidney looked as if he was going to try one more time, but then he thought better of it. He was quick to leave the station, and only when Emma heard the engine of his car start did she allow herself to sit down.

Sighing, Emma placed her head in her hands. She was exhausted. Not that today had been an eventful day, but lately she hadn't been sleeping well if at all. She only partially knew what was causing it, but the rest was a mystery to her.

She liked it in Storybrooke, and she was happy to be apart of Henry's life, but it was all still very strange and new to her. Emma was used to being on her own, never really forming any true bonds, but upon arriving in Storybrooke that had all changed. Here she had friends, responsibilities, and a stable job. The change could be overwhelming at times, and during those times she just wanted to run away, like she always did. Of course, Emma knew she couldn't. Not now when Henry needed her, but the thought of running was always in the back of Emma's mind whether she liked it or not.

Yes, Emma knew that this was a part of what would keep her up at night but whatever else was keeping her awake was a mystery. She tried to think about it, but that always made her insomnia worse.

Emma shook her head and pushed all her thoughts to the back of her mind. She could think about everything later but for now she just wanted to get to Mary Margaret's and eat food. The blonde grabbed the cell phone that she had gone to the station for and was then on her way.

The ride to her current residence was short and quiet, but as soon as she entered the apartment it was not quiet. There was sappy music playing rather loudly and Emma saw what looked like Titanic playing on the television. She made her way to the television and turned it off.

"Emma," Mary Margaret said, sounding surprised. "I didn't think that you would be here yet," she sniffled. Her face was beat red and so were her eyes. She had obviously been crying.

"What happened?" Emma asked, cutting straight to the point. She knew that Mary Margaret would just try to beat around the bush and Emma refused to play at that game tonight.

Mary Margaret sighed and got up from the couch. She surrounded herself in a blanket and made her way to the kitchen. She sat down on one of the bar stools while Emma quickly grabbed something from the fridge before sitting down with her friend.

"I talked to David today," the black haired woman said, sounding defeated. "He was trying to convince me that everything would work out and that we could work too but..." she trailed off, as a fresh batch of tears rolled in. Emma was about to try and say something comforting but Mary Margaret shook her off and continued. "I can't. I like him, I really do but I just can't be with him. Not after everything that has happened."

She cried for a bit, while Emma sat there eating her food and looking a little uncomfortable. She never knew what to do in these sorts of situations. Occasionally she would place a hand on her friends shoulder but that didn't seem to help at all.

Eventually, Emma stood up, helped Mary Margaret up as well and guided her friend to her bedroom. Once Mary Margaret was underneath the covers Emma gave her a small smile, turned off the lights, closed the door, and left the room.

Emma made her way back out to the kitchen. She felt useless. She had no idea how to help her friend. The blonde let out an irritated huff and checked the time on the stove. 10:15. She knew that she shouldn't go outside and should instead try to get some sleep, but she knew that she would feel restless if she stayed. So, the blonde grabbed her keys, locked the door behind her and made her way outside. She almost took her car but decided against it.

Emma aimlessly walked around town. There was barely anyone out that this hour and Emma was glad for it. She didn't want to stop and chat with anyone. All the blonde wanted was some fresh air and some quiet.

After walking for over half an hour, Emma found herself at the docks. She had never really been around this area before and decided that she would just sit and gaze out at the water. Emma passed by several benches but kept going to the end of the pier. Once there, she sat and just at stared at the dark water before her. It looked so peaceful to her, but she knew that if she fell in, the cold, unforgiving water would hold her hostage.

Emma had never really been a fan of water before, but now she couldn't understand why she hadn't been. It was so mesmerizing, and its bottom was a complete mystery to all making the dark liquid even more alluring.

Because she was so engaged in her thoughts about the water she hadn't noticed a person walk up behind her.

"Miss Swan!" a clearly irritated voice said behind her. Emma jumped in surprise and quickly turned her head to see who had spoken to her. "Would you listen when someone calls you? I said your name at least five times," Regina said.

Emma looked up at her with confusion clearly written on her face.

"I'm sorry, I wasn't paying attention," Emma finally got out. She was still a little out of it from staring at the water.

Regina was about to give another retort when she noticed that Emma looked even more tired that she had this morning. She knew that she should probably just leave the woman out here but curiousity got the better of her.

"What are you doing here Miss Swan?" Regina asked. It wasn't something that Regina would normally do, but she decided to sit down next to the blonde.

"Thinking," Emma said casually and turned her head back to the water. The moon's rays reflected off of the water and into Emma's eyes, something that Regina noticed. For a moment Regina could have sworn that she saw pain in Emma's eyes but as soon as it was there it was gone.

They sat there quietly for a little bit. Emma content on just sitting there quietly, while Regina was figuring out the right questions to ask.

"You haven't been sleeping," Regina stated. She looked to Emma for a response but received none. "Well?" she asked.

"Well what? You didn't ask me a question," Emma responded harshly. She hadn't meant for her words to sound rough but clearly the lack of sleep wasn't allowing her to have complete control over herself.

"Fine," Regina huffed. "Why haven't you been sleeping?" she asked.

Emma thought for a moment, pondering how to answer.

"What does it matter to you?" Emma asked, making sure that voice didn't sound accusatory.

"Don't think I care Miss Swan. I simply need to know that the Sheriff will be able to perform her duties properly is all," Regina said. A string in the back of her mind told her that she was lying, but Regina ignored it. It wasn't something that she wanted to think about.

"Well don't worry, my duties will be performed properly," Emma said coldly, not appreciating what Regina was saying.

Regina didn't say anything back. She didn't want to upset Emma, she had spoken without thinking. Usually Regina would have been fine with what she had said, but tonight was different. She almost apologized to the blonde but quickly caught her tongue.

Emma was surprised. She was sure that the woman sitting next to her would continue to dig at her but the woman was being unusually quiet. Emma glanced at the Mayor and could see the woman's mind working, obviously Regina was thinking about something.

Time went by and neither moved nor spoke. Eventually tiredness overcame Emma and she realized that she needed to get back to the apartment and try to sleep for she had another day to accomplish tomorrow.

The blonde slowly stood up and turned around.

"Goodnight Regina," Emma said, for once not calling her Madam Mayor.

Emma walked away with her hands in her pockets, thinking to herself that the day had not been as awful as she had anticipated, and she couldn't help but wonder if her encounter with the Mayor had had anything to do with it.

Once Emma was far enough away that Regina knew that she wouldn't be heard, Regina spoke quietly.

"Goodnight Emma."

…

**A/N: Thoughts? Please let me know in the reviews. Thanks for reading.**


	2. Chapter 2

Chapter 2

Running

Emma thought that today was going to go well. She felt less tired than she had the day before, she had gone to Granny's that morning, and she had even had time to go for a run. Her morning had been quite nice.

Of course, everything changed once the afternoon hit. The Sheriff's phone was constantly ringing and Emma was getting quite annoyed.

First it was Miss Ginger calling to say that there was someone lurking around her house, but after going to Miss Ginger's house, Emma found a house cat. Next she received a call from someone who had lost their cat.

Once the phone rang for the twelfth time Emma was at her wits end. It wouldn't bother her if the citizens of Storybrooke were calling with important things but for the most part, nothing was important enough that the Sheriff should have to deal with them.

"What do you want?" Emma hissed into the phone. Immediately regretting her words once the person on the other line spoke.

"Is that how you speak to callers Sheriff Swan?" the Mayor asked. Emma mentally smashed her head against a nearby table. Of course it had to have been Regina who called when Emma lost her temper.

"Sorry Madam Mayor," Emma sighed, sliding down into a chair. "What can I help you with?" she said, trying to sound more enthusiastic.

"Paper work, Miss Swan. You owe me a lot of it. I expect you to be done everything by tomorrow afternoon," Regina said quickly. If she was honest, she hadn't called about paper work but it was the only excuse she could think of to talk to Emma. Regina didn't know where her concern came from, but she had wanted to make sure that Emma was okay today or at least better than she had been.

Emma almost laughed. She hadn't touched any paper work in almost a month.

"Yeah, that's not happening," Emma said truthfully.

"Miss Swan you get paid to do a job, and if you are unable to complete all of your duties then a pay cut shall be made. Do I make myself clear?" Regina spoke.

"Crystal," the blonde replied. "Good day Madam Mayor," with that Emma hung up.

Paper work was something that Emma hated. It was always a long and tedious task that she always ended up putting off until later, and she supposed that now was later.

The clock on the wall said 2: 48. If she wanted to finish the paper work then she would definitely be staying late. Emma thought of procrastinating some more but finally gave in.

Every once in a while, Emma's mind strayed to last night at the pier. It had been one of the more pleasant meetings between herself and the Mayor, and Emma couldn't help but wonder why Regina had been out at night. For some reason it didn't occur to her to ask Regina last night, but she hoped that at some point she would be able to.

Hours flew by, and Emma was actually getting a lot of the paper work done. She only looked up when she heard her stomach growl. 6:12. Emma assessed what she had completed and decided that she would finish the rest of the paper work in the morning as she did not have much left to do.

The blonde quickly grabbed her red leather jacket, turned off the lights at the station and made her way to Granny's for some food. She hadn't eaten since breakfast and Emma always became crankier when she was hungry. Emma opted to walk since the weather was calm and warm.

Emma only had to stop a few times to chat before making her way to Granny's. Once there, she was hit with the aroma of fries and burgers which is exactly what she came for.

"Hey Emma," Ruby said cheerfully as she poured Archie a cup of coffee.

"Hey Ruby. What's up?" Emma asked as she sat down on one of the bar stools.

"I have date tomorrow night," Ruby said, blushing. Emma quickly asked with who but Ruby refused to say.

After teasing Ruby about her date, Emma finally ordered her fries and burger and slowly ate them. Emma looked around the diner, carefully observing how everyone interacted. She couldn't understand how the dynamic of the town worked.

_'Everyone talks so easily to one another. No one has to even try. Everything in Storybrooke fits in except for me. I don't belong here...Emma stop! You promised yourself you wouldn't think like that. Henry wants you here remember? So suck it up and deal,' _Emma thought to herself. This often happened to her. She would watch the town and wonder if she could ever just fit with everyone like that. It was ridiculous to her but at the same time it mattered. It wasn't as if she had no friends or that nobody talked to her, because she had friends and people did talk to her, but there was still a barrier that Emma was afraid to touch.

Emma said thank you to Ruby for the meal and paid her share. She could see someone try to talk to her but she just waved them off. Once she started thinking about her life in Storybrooke she always got into a mood that didn't agree with talking to other people.

Without warning, Emma started running. She didn't know why or where she was going but that didn't stop her. Emma just ran. If she were thinking rationally she would know that she was running towards the forest but she wasn't really thinking at all.

Only once she approached the forest did Emma stop running. Her chest moved up and down very fast and she took a moment to regain her breath. Emma knew that it would be dark soon and that she should just head back to town but she didn't want to. All Emma wanted to do was walk and be alone.

Darker and darker it became outside, and the same happened to Emma's thoughts. She couldn't shake the feeling of not belonging. She had felt that way all of her life, but being in Storybrooke made it seem so much worse.

Emma stopped walking. The sun was almost completely down and soon Emma wouldn't have enough light to get out of the forest. So she ran. With the darkness impairing her vision, she tripped on logs and branches scraped at her face but in the moment she didn't care. Running always helped her feel free in a sense and right then that was what she needed.

Thankfully, it did not take Emma too long to emerge from the forest, but when she did it was black out. The only light was coming off of lamp posts that were a little off in the distance. She slowed to a walk and stayed at that pace all the way to the pier.

On her way she was lucky enough not to see anyone and no one saw her. This was lucky because Emma looked awful. Her face was covered in dirt and scratches, while the rest of her body was dirty as well. Once she arrived at the pier she sat down at the end like she had the night before. The light from the nearby lamp posts allowed her to see her reflection in the water and she gasped when she saw herself. Tentatively she reached down and placed her hands in the cold Maine water to try and clean her face.

She didn't spend too much time on it but she was satisfied that all the dirt was gone from her face. The blood had mostly stopped from the scratches, but a few still trickled blood. Emma didn't care though. It was late and she doubted that anyone would see her. Of course though, she was wrong.

"Out again Miss Swan. It seems that you have nothing better to do then lounge around by the water," Regina said, coming up behind Emma.

Emma didn't move, nor did she say anything. She really didn't want Regina seeing her like this. Emma was also too tired to banter with the woman.

"You're quiet tonight," Regina pointed out, but still no response came from the blonde. Regina stood behind Emma and took the time to observe her. Regina's eyebrows furrowed once she realized that the black on Emma's jacket was not shadows but dirt. _'However did she manage that?' _Regina wondered to herself. The Mayor kept observing her but finally spoke once she saw Emma's hand that held blood. "What happened to your hand?" Regina asked as she began to sit down next to Emma.

Immediately Emma turned away from Regina. She didn't want Regina to see her.

"Go away," Emma said quietly.

Regina ignored her and grabbed Emma's hand. The blonde tried to take her hand back but Regina held on tight. Once Emma stopped squirming, Regina relaxed her hold and began to examine the hand. There were cuts along the knuckles and when she turned over Emma's hand there was dried blood stained on her hand.

"Look at me," Regina demanded, but Emma made no signs of moving. "Let me see your face," the Mayor tried, this time she softened her voice but still nothing.

Unconsciously Regina started to rub soothing circles with her thumb on Emma's hand which surprised Emma but she still stayed silent.

"Emma, please look at me," Regina asked quietly. Regina wasn't used to Emma being this way and it was scaring her a little.

Emma turned at the unexpected use of her name. She had never heard Regina say her name before and it sent chills down the blonde's spine.

When Regina saw Emma's face she gasped. The black haired woman took her time studying each cut on the blonde's face. Regina was very surprised to see the Sheriff looking this way. The last time she had seen Emma with a cut on her face was when she had punched her in the cemetery. Slowly, Regina lifted her hand to Emma's face and lightly touched one of the cuts.

"What happened?" Regina asked softly. They were very close to each other, but neither seemed to notice.

"It's nothing," Emma mumbled, but because of their close proximity Regina heard her.

"Nothing? My dear those cuts are not nothing. They are most certainly something," Regina said, clearly annoyed.

Emma stayed silent and moved her head back to the water. She didn't know what to say. Emma was conflicted in telling Regina what had happened that day but at the same time she knew that Regina could just revert to being her snarky self again and Emma didn't want to risk it.

_'I swear this woman is impossible,' _Regina thought to herself. _'I shouldn't even care. I should just walk away but I can't. Damn this woman,' _Regina hissed to herself.

"Miss Swan would you drop the silent act and speak," Regina snapped impatiently, immediately regretting how she had just spoken.

Regina could feel Emma flinch at her harsh words but still kept quiet. Regina's hand had found its way back to Emma's hand and resumed rubbing soothing circles on the tough skin. This time Regina realized what she was doing and almost retracted her hand, but she didn't.

"I was running in the forest and it was dark. I couldn't see very well so I tripped a lot," the blonde said quietly. She hoped that Regina wouldn't pry too much, but she knew very well that the black haired woman would not be satisfied with her answer.

"And why were you running in a dark forest?" Regina questioned.

"Doesn't matter."

"Does it have anything to do with why you were out here last night?" Regina asked. Emma nodded in response. "Fine," Regina sighed. "If you won't tell me then I suppose I will just have to guess until I've guessed correctly," she decided. "Did your roommate do something?" Emma shook her head. "Did someone from Boston contact you?" Emma shook her head again.

Regina went on asking questions but Emma would only shake her head in response. Exasperated, Regina huffed loudly. She was about to guess again but Emma cut her off.

"Shut up," Emma said quietly and placed her head on Regina's shoulder.

"Excuse me?" Regina asked.

"Just shut up," Emma mumbled and closed her eyes. Right now she just wanted some quiet comfort and she hoped that Regina would just sit there with her. Emma knew that they had their differences and rarely got along but she hoped that Regina would understand and just stay with her.

It took Regina a moment but she soon understood.

The two of them just sat there quietly, each finding the moment comforting and neither wanting to leave.

…

The next day Regina found herself tired but oddly energized. She and Emma had stayed there long into the night but it had been nice.

On her way home Regina had found herself questioning the night she had spent with the blonde. She had despised the blonde ever since she had decided to stay in Storybrooke but she could feel a soft spot opening up and Regina mentally berated herself for it.

She tried to convince herself that she was just being nice to Emma to use Emma's weakening state against her but no matter how hard she tried to believe it, she couldn't.

On her way to her office, Regina had been very distracted and had barely registered arriving at her destination. She casually sat down, placed her bag beside her desk, and frowned when she saw that papers were already on her desk. However, her frown was quickly gone when she realized that the papers were from Emma. It seemed the blonde had finished all of her paper work. Regina laughed to herself as she wondered how long it took for Emma to finish the whole stack, but stopped laughing when she saw a note on top of the papers.

_Regina,_

_I finished all of the paper work. If there is a mistake somewhere get someone else to fix it because I am not going anywhere near paper work for at least another two months. _

_Thank you for staying with me last night. _

_-Emma_

Regina stared at the note for a little while. She shook her head at Emma's work habits but smiled when she read Emma saying thank you.

Regina hadn't gotten the answers that she had hoped for last night, but she figured with a little more prodding she could get Emma to speak to her. The Mayor couldn't understand why she wanted Emma to open up to her, but she did.

The Mayor tried to do work all day but she found herself constantly letting her mind wander to thoughts of Emma. She tried very hard to concentrate but nothing would work. Eventually she just gave up and thought of the past two nights.

She thought about why she felt drawn to the docks those two nights when she usually just walked around town. Regina liked to go out each night for a walk to clear her thoughts and reflect on her day. There wasn't usually much to reflect on as her days were rather repetitive but once Emma had arrived in Storybrooke there had been so many new thoughts go through her mind. Things were changing and Regina couldn't decide whether or not they were changing for the better or for the worse.

Clearly there was something bothering Emma, but Regina couldn't fathom what. She knew that Emma's life had been tough but in Storybrooke everyone seemed to like her and spoke highly of her. Regina just couldn't understand what was going through the Sheriff's head.

Glancing at the clock, she decided to end her day early and go pick up Henry from school. It was a Friday night and he was sleeping over at a friends house so she wanted to spend some time with him beforehand.

On her way to the school, Regina thought about what she would do for the night. Her thoughts immediately pointed to going to the docks and she sighed. She knew that she wouldn't be able to sleep if she didn't go. So to her it was settled. She would drop Henry off at his friends' house at six o'clock, go back to her home to eat, and then around nine head to the docks to speak with Emma.

Although the one thing Regina hadn't planned on was Emma not showing up that night.

…

**A/N: Thoughts? Let me know by reviewing. Thanks for reading.**


	3. Chapter 3

Chapter 3

Dinner

Regina had gone back to the docks every night for a week but there was no sign of Emma. This frustrated the hell out of the Mayor and she was slowly losing her patience for the blonde woman. She had barely seen Emma that week as well. Once at Granny's where she saw Emma only ordering a hot cocoa to go with no bear claw. Once by Henry's school where the blonde had darker circles around her eyes. Once at the weekly town meeting where Regina noticed Emma looking quite disheveled, and once more in her yellow bug where her face seemed all red.

Regina decided to ask Henry if he had noticed anything different about Emma but he just became defensive and said no.

It was Friday again and Regina had had enough. She quickly left her office and almost ran to the station. On her way there she went over in her head what she was planning on saying but when she got there she found that Emma was not alone.

"Madam Mayor, what a pleasure it is to see you," Mr. Gold said upon seeing Regina. Regina glared at him before turning to look at Emma. She had to catch herself from gasping. Emma looked absolutely dreadful, it was as if she hadn't sleep or eaten in a week. Regina quickly composed herself before speaking to Emma.

"Miss Swan, I was hoping we could talk," Regina stated plainly, still glaring at Mr. Gold from the corner of her eye.

Emma looked at Regina with surprise clearly written on her face. She had purposefully been avoiding Regina and she was completely unprepared to talk to her right now. Emma was about to respond before Mr. Gold stepped in front of her and cut her off.

"Yes well as you can see we are a bit busy at the moment, so if you would kindly leave Madam Mayor," Mr. Gold said harshly. Immediately Emma moved around Mr. Gold and pointed her finger at him.

"I can speak for myself thank you very much," Emma snapped. "I'll be back in a minute Mr. Gold," she said, then left the sheriff's office and went out into the hallway where Mr. Gold could not see her.

Regina smirked at Mr. Gold before following the blonde out of the room. She found Emma leaning against a wall with her thumb and index finger pressed firmly against the bridge of her nose.

"What's up Regina? I can't talk long, not with Mr. Gold in there. He'll end up coming out if we're too long," Emma said quickly, trying to avoid looking Regina in the eyes.

Regina noticed this and walked right up to Emma. Completely invading her personal space.

"Look at me," Regina demanded as she had the week before. Emma sighed and brought her face up to meet Regina's. From this close the Mayor could see the tiredness in Emma's eyes and she had to force herself not to hug the blonde. "When was the last time you sleep or ate?" she asked.

Emma shrugged her shoulders in response and went to put her head back down but Regina stopped her with her right hand. She kept her hand on Emma's chin until she knew that Emma was going to support her head herself.

"I'm dropping Henry at a friend's house at six where he's sleeping over, like he does every Friday. At seven I expect you to be at my house with dessert and comfortable clothes because you are eating some food and sleeping tonight Miss Swan," Regina ordered.

Emma was about to protest but Regina did not give her time. The Mayor left after telling the Sheriff what she was doing for the night and did not look back.

The blonde stood there and mentally groaned. She was happy to have seen Regina again but she knew that Regina would somehow make her talk tonight and that was something that she didn't want to do. She stayed out there for a few more minutes until Mr. Gold came out of the office.

"Were you planning on coming back to finish our discussion Sheriff Swan?" Mr. Gold asked. This brought Emma out of her thoughts and back to what she and Mr. Gold had been discussing. "So have you made up your mind? Have we got a deal?" he asked impatiently.

"What? No. No we do not have a deal. I am not going to team up with you to bring down Regina. Now leave," Emma demanded. Mr. Gold stared at her as if he was going to continue trying to convince but decided not to. He wasn't stupid, he knew that there was something going on between Emma and Regina and that that was probably why Emma was saying no.

"Fine, but don't forget Sheriff, I will be back to ask again," and with that he left.

Once he was gone Emma walked back to her office and sat on the floor. She had too many things on her mind to deal with, and she definitely didn't want to be thinking of whatever Mr. Gold was planning. She let out a huge sigh before getting back onto her feet and into her chair. Now she had to think about going over to Regina's that night and what kind of dessert to bring along with comfortable clothing.

…

Emma had spent all day thinking about going to Regina's later that evening. Other than the first night she had arrived in Storybrooke with Henry she hadn't been invited to the Mills house and honestly, she was nervous. She also knew that there was no way that she could make some dessert that would be edible and not send either of them to the hospital, so Emma left work a little early and headed to the grocery store. That was the thing about working alone in an office all day. No one knew or cared if you left during the day or early for that matter.

It had taken Emma half an hour to decide the dessert, but she felt confident that Regina would enjoy apple cardamom cakes with apple cider icing on top. Not the healthiest, but it had apples in it so Emma figured that Regina wouldn't complain. Besides, if she did complain than Emma would just have to say that it was her own fault for telling her to get dessert.

Next, Emma had to go back to the apartment to find some clothes to bring over to Regina's.

"Emma! Hey, I didn't think your shift was over until six thirty today," Mary Margaret said. "You bought cake!" she added excitingly once she saw what Emma had in a plastic bag.

"Sorry Mar, I'm bringing this with me. Oh and I don't think I'm coming back tonight so lock the door before you go to bed," Emma said quickly before running up the stairs to find some clothes.

"Wait! Emma!" Mary Margaret said, chasing her up the stairs. "Where are you going?" she asked.

At this, Emma had to pause. She didn't know whether to lie to her friend or tell her the truth. She wasn't sure that Mary Margaret would even believe her if she told her the truth, but she decided to give it a shot.

"I'm staying at Regina's tonight," she said and then darted into her small closet.

Mary Margaret stared at her friend's back in a confused manner.

"What? Regina's? Oh, did Henry invite you?" she asked, figuring that that was why she going there. Emma came out of the closet with a pair of black boxer shorts that fit like sports shorts and a red tank top.

"Um, actually Henry is at a friend's house tonight. Regina invited me," Emma said, stopping to see how Mary Margaret was taking this.

"I'm confused. Why did she invite you?" her short haired friend asked.

"Just wanted to talk," Emma answered.

"Oh yeah. Sure. Wanting to talk means that you have to bring extra clothes?" Mary Margaret asked rhetorically. Then suddenly she gasped. "Oh my god you guys are sleeping together aren't you!" she concluded.

Emma's eyes grew wide and dropped what she was holding.

"No! Geez Mar, you've got it all wrong. We aren't sleeping together. Calm down," Emma said to her friend. Although Emma was now not calm at all. She could feel the blush creeping up to her cheeks and she bent down to retrieve what she had dropped, making sure to turn away so that Mary Margaret would not see her blush.

"Oh, okay. But you know if you were I wouldn't judge you or anything..." she trailed off.

Emma shook her head in response.

"I promise you. We have not slept together," Emma said.

Mary Margaret decided to leave Emma alone after that, seeing as she had caused Emma a little bit of stress. Mary Margaret had seen the blush on Emma's cheeks and knew that there was something going on between the two of them, whether or not Emma was completely aware of it. For now, Mary Margaret decided to sit back and see how this all played out, for she knew it would be interesting.

After having calmed down and pushed away any thoughts of sleeping with the Mayor, Emma continued getting ready to go over to Regina's.

Once it was six thirty, Emma decided that she would walk over to Regina's. She had with her the dessert, pajamas, toothbrush, and her cell phone. She figured that that was all that she would need. However she had never been to anything resembling a sleepover before so she was a little unsure.

Emma said goodnight to her roommate, and left behind a smiling Mary Margaret who could not wait for Emma to come back tomorrow and tell her everything that happened. Because Mary Margaret was sure that something was going to happen.

…

Regina had been mentally freaking out since she told Emma to go over to her place that night and sleepover. She hadn't planned on saying that. It wasn't planned at all, and once she had dropped Henry off at his friend's house she was freaking out even more. It was six thirty-two and she didn't know what to do with herself.

She already had supper in the oven, which was lasagna with red pepper flakes to give it a little kick, and she had already set the table. She had gone into every room to make sure that everything that spotless. At one point she had to stop herself and calm down, and luckily that was when the doorbell rang.

Regina hurried down the stairs and almost tripped, but she regained her balance and composed herself before opening the door with a wide smile. When she opened the door she saw a flushed looking Emma with her head down and on the heels of her shoes. Emma looked up when she realized that the door had opened.

"Hi," Emma started. "I brought dessert."

Regina opened the door wider for Emma, signaling that she could come in.

"And what did you bring?" Regina asked curiously.

"Apple cardamom cakes," Emma replied. "I know you like apples so...yeah," Emma mumbled out. She mentally hit herself in the head. She couldn't believe that she had just said that. Although when Regina let out a soft laugh Emma didn't feel embarrassed anymore, as her attention was on the laugh that Regina had just emitted. Emma was pretty sure that she had never heard the woman before her laugh unless it had some malicious intent behind it, and boy was Emma happy that she made Regina actually laugh.

"Thank you for thinking of me," Regina smiled, inwardly cringing as she failed to believe that she had just said that.

Emma walked in and followed Regina into the kitchen. It smelt delicious in the Mills house and Emma was quick to point it out.

"Well dear, home cooking smells a lot better than take-out," Regina jabbed. This wasn't the same banter as usual, this was a playful banter.

Emma grinned at Regina's joke and couldn't help but admit defeat. She knew that she was an awful cook. Hell, she couldn't even use a toaster properly sometimes, but she wasn't about to let Regina know that.

For the most part it was quiet. Emma offered to help with the salad only to have Regina shoo her away, claiming that Emma would ruin it.

"If you told me what to do then I wouldn't ruin it," Emma pointed out. At this Regina sighed and gave Emma a knife.

"Here. Use this to cut the tomatoes. Now, the tomatoes are the red balls on the cutting board okay?" Regina teased. Emma stuck her tongue out at Regina in a childish manner but went to the cutting to try and cut the tomatoes.

Emma decided to assess the situation before her. All she had to do was place the knife over the tomato and press down, then once the tomato was cut into slices then she would keep cutting them until they were diced. Emma figured that it was easy enough, but soon had an ill looking tomato.

When Regina eventually looked over to see Emma's progress she couldn't help but laugh.

"Oh my, we aren't trying to mutilate the tomato dear,"she joked. "Here, let me show you."

Without thinking, Regina went behind Emma and placed her arms around her. She moved her hands so that they were over top of Emma's and she slowly starting cutting another tomato.

Emma had silently gasped when she felt Regina behind her. Once they had started cutting the tomato, Emma tried to concentrate on the task at hand but she couldn't. All she could think about was the fact that Regina was so close.

Regina was feeling the same way that Emma was, but she made sure to concentrate on cutting the tomato. Once the tomato was cut, Regina lingered where she was for a moment before pulling away.

"There," Regina managed to get out. "See how it's done?" she asked.

Emma nodded in response, grabbed another tomato, and began to cut that one. Her heart was beating way too fast for her liking and she tried to calm herself down.

Regina started to mix the salad ingredients together quickly, also trying to calm her heart. _'This feeling...__what is it?__' _Regina questioned herself. She wanted to reach out and touch Emma again but she mentally scolded herself for thinking like that.

Eventually the two had calmed down enough to talk to each other like everything was normal again. Emma placed the diced tomatoes into the salad bowl and put in the salad dressing, hoping that she didn't put in too much or too little. Regina took the lasagna out of the oven and they decided to eat the salad while waiting for the lasagna to cool.

"So the crunchy green stuff...what is it?" Emma asked, completely unaware of what half of the food in the salad was.

"It's called celery dear. Honestly, how is it that you manage to stay fit on a diet like yours?" Regina asked as she laughed.

"Exercise mostly," Emma said between bites. She had been really hungry prior to coming to Regina's and she couldn't believe that she had gone so long without eating. Regina noticed how quickly Emma was eating and decided not to comment. She already knew that Emma had to have been hungry from the way that the woman looked, and she knew that she would get answers from Emma later on in the night.

Once they were finished the salad, Regina cleared their plates and went to cut each of them a piece of lasagna. One piece was cut purposefully larger than the other, so that Emma would eat more. Emma noticed the deliberation in the move but said nothing.

"Wine?" Regina offered. Emma nodded in agreement and brought both of their plates to the table. "Red or white?" Regina asked from the kitchen.

"Red," Emma responded.

The rest of the meal went quite smoothly. Regina poked fun at Emma's cooking abilities some more and Emma couldn't help but laugh at Regina's jokes. She never knew that Regina could be like this. She never knew that the Mayor could be, well, fun.

Emma helped Regina clean up, only almost breaking one of the Mayor's dishes and then they ate their dessert.

"Good choice in desserts Miss Swan," Regina complimented. She really was enjoying the dessert, especially the apple cider icing.

"Emma," the blonde said.

"Pardon?" Regina asked.

"Call me Emma. Not Miss Swan, or Sheriff Swan. Emma," she told the Mayor.

Regina seemed to ponder it for a moment before speaking again.

"You picked a lovely dessert Emma," Regina said, smiling.

Emma smiled back and they quickly finished off their desserts.

Regina gave Emma the bottle of red wine and told her to meet her in the living room. Emma walked around until she found a room that resembled a living room but she wasn't so sure that anyone actually lived there. It was so pristine, it was as if it was a museum. Emma was almost afraid to sit down on the sofa for fear of ruining it.

"You can sit dear, the couch doesn't bite," Regina jested. Emma gave an unsure laugh in response but sat down anyway. Regina sat down next to her and refilled her wine glass with the red liquid, pouring Emma another glass as well.

"How are you feeling after actually eating food?" Regina asked.

"More alive thanks," Emma responded and then took a large gulp of the wine. If she was going to be talking, she knew that alcohol was most definitely needed.

"Miss Sw...Emma, would you care to tell me why you looked starved?" Regina asked, catching herself from calling the blonde Miss Swan.

Emma removed her shoes and crossed her legs on the couch, maneuvering herself so that she was facing the Mayor.

"I just wasn't hungry," she offered, but when Emma saw the look that Regina gave her she decided to continue. "When I think too much I don't tend to eat a whole lot."

"Nor do you sleep much, right?" the black haired woman asked. The blonde nodded in response. "Will you tell me what's been going on in your mind?"

Emma laughed and gestured to her wine glass before gulping it all down and refilling her glass.

"I'll need more alcohol for that," she joked, but at the same time being completely serious. "How about you? Why were you out and about that late?" Emma asked.

"I always go out for a walk at night. Those two times I just happened to run into you," Regina started. "I went back every night after that but you weren't there," Regina confessed. She felt silly saying it out loud but still, for some reason she wanted Emma to know that she had looked for her.

"Really?" Regina nodded. "Well, I'm sorry I wasn't there. I've been going else where this past week," Emma also confessed. Before Regina could ask, Emma said where she had been going. "The forest."

They stayed quiet for a bit after that. Each not knowing what to say next. They both would steal glances at each other, secretly observing and admiring the other.

By now Emma was on her fourth glass of wine and could feel her walls slowly coming down. Regina was only on her third glass but she too felt like she would be talking a little more freely now. Emma poured Regina and herself another glass and then began to talk.

"My whole life I've never belonged," Emma began. "Always going from foster house to foster house. Always just another meal ticket for families. And here, in this small town I feel the same as I did back then," Emma said angrily.

Regina stayed quiet through this. She knew that she shouldn't speak until Emma was finished telling her her story, and Regina was sure that Emma was not done.

"The foster system was awful, just fucking awful. Being thrown around to wherever the hell they wanted to put you. Some families weren't so bad, but they always sent you back, no matter what," Emma continued, taking another large sip from the glass. "And then there were the families that you prayed you did not get stuck with. The ones that would use you, abuse you, and then toss you out. Yes, those were the worst," Emma scowled into her glass. That's when Emma stopped talking about her past. She knew that she had just said too much. "Sorry. Don't mind me," she spoke,

Regina carefully moved closer to Emma and placed a hand on her knee. Giving her a warm look that told Emma that it was okay. Emma looked back at the Mayor with uncertainty in her eyes. She felt bare in a way. She had never spoken to anyone about her time in the foster system and even told she hadn't told Regina much, it was still more than she had ever said.

"When I was growing up," Regina started, staring into her wine glass. "My mother abused me. Mostly mentally but of course there were times..." she trailed off, figuring that Emma knew where she was getting at. Regina took in a deep breath and accepted Emma's quiet offer of more wine. "My father tried to stop her but she wouldn't listen to him. From the time I was born until my mother..."she paused to think of her next words carefully. "...left us, I was always completely under her spell. Always doing what she wanted, and when I didn't then she would get very angry. I was quite happy when she left. I really was, but then my father died and I just...I still love her. No matter what she did to me, I still love her," Regina said. Completely laying herself bare in front of Emma. Those words had never exited her mouth and she was quite surprised that she had actually just said them.

Emma could see the tears forming in Regina's eyes so the blonde took both of their glasses and placed them on the table next to the wine bottle. Emma uncrossed her legs and wrapped her arms around Regina.

Regina gasped at the contact, but quickly leaned into it and she could feel the tears slipping from her eyes. She hated crying, especially in front of others but in front of Emma it didn't feel so bad. The Mayor buried in face into Emma's neck and slowly allowed herself to cry. Emma held onto her tightly and rubbed the small of Regina's back, softly whispering into her ear occasionally that everything would be alright.

Once Regina had finished crying she slowly pulled away from Emma, took the rest of her glass and finished what was left of it. Regina went to pour herself another glass but she realized that it was empty.

"I'll go get some more," Regina said quietly and quickly made her way out of the room. Leaving Emma there on the couch.

Emma had been very surprised that Regina had opened up to her like that. She wasn't sure if it was the alcohol or Emma herself but she had a feeling that it was a little bit of both. The blonde resumed her earlier position of having her legs crossed on the couch, and she waited for Regina to return.

Regina came back rather fast with a new bottle of red wine and poured them both another generous glass as she sat back down.

"All my life I've run away. When things became too complicated I ran. I never liked staying in one place for too long and honestly, being here in Storybrooke scares me. Everyone in this town knows me, I have a stable job, and it all just scares me. I've never belonged anywhere in my whole life, and I don't really fit here either, but it's the closest I've ever come to fitting in. And I can't help but feel like soon everyone is just going to laugh in my face and say 'you know that hope that we gave you? Yeah, well we were just fucking with you.' And then I'll be back to square one," Emma said honestly. She then let out a soft laugh. "It's stupid really."

"Why did you start going to the woods?" Regina asked carefully, unconsciously edging her way towards Emma.

"I thought...Never mind," Emma said, deciding against what she was going to say. Regina had already seen her vulnerable side, she didn't need her to think that she was crazy as well.

"What," Regina pushed.

"No," Emma refused.

"Emma," Regina said, now purposefully moving closer to the blonde. Emma shook her head in defiance. Regina knew that she should probably just shut up, but she had a hunch and she wanted to know if her hunch was correct. "Did you hope that if you became lost and couldn't find your way out then you wouldn't have to deal with anything?" Regina asked painfully. Emma looked away. She hated how perceptive the woman beside her was. "Well?" the Mayor pushed again.

"Yes," Emma whispered. She was ashamed to admit it but it was true. She went to get up but Regina pulled her back down and basically sat on the blonde to make sure that she wouldn't run.

"You are staying put," Regina ordered, even though Emma didn't really have a choice with Regina on her. "It might be easier for you but what about everyone that has become attached to you here in Storybrooke? What about Henry?" she asked, making a hurt look appear on Emma's face, but Regina wasn't done. "What about Ruby? Who would she gossip too? Who would Miss Ginger call about animals lurking around her yard? What about your school teacher room mate?" Regina went on but then paused.

She didn't care about consequences right then, she just wanted one thing. Regina slowly leaned her face closer to Emma's and stopped when their lips were almost touching.

"What about me?" Regina whispered into Emma's lips. Emma stared at her for a moment before capturing Regina's lips. Neither one thinking about consequences. Both just wanting, needing the other.

…

**A/N: That is the longest chapter I have ever written for any story! Whew. I know that this is an awful spot for me to leave it, but I promise to start from this point in the next chapter. Next chapter should hopefully be up in the next couple of days. Until then, please leave your thoughts by reviewing. Thanks for reading. **


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